2018 (7) TMI 56 - Tri - Companies Law

Board of Directors' Meetings & Resolutions Declared Illegal & Void, Directors Reinstated

Mukesh Goel and Others Versus Goel Marketing Distribution Co. Ltd.

The Tribunal declared all meetings of the Board of Directors and resolutions passed from March 2016 onwards as illegal, null, and void. The appointments ... EOGM eligibility - actions taken by the illegally constituted Board of Directors/EOGM - Held that:- Allegation is totally devoid of substance since there are unquestionable materials on record to show that the proceeding in hand was initiated well within the time. Moreover, it is not correct to say that the proceeding under consideration suffers from defect of parties. Both the parties assailed the case of opponent on some other grounds too. But since the Board Meeting held on 10-03-2016 and the EOGM, held on 23-03-2016 are found to be wholly illegal and unsustainable in law, which make all subsequent actions/deeds, done by unlawfully constituted Board equally illegal, I find it redundant to consider all other disputes, aforementioned. (a) All the meetings of the Board of Directors with all the resolutions passed in such Meeting w.e.f. March, 2016 onwards are illegal, null and void; (b) All resolutions, passed in the Extra Ordinary General meeting, held on 23/03/2016 are illegal, null and void; (c) The appointment of R-3 as Whole Time Director as well as Director and the appointment of R-4 as Director of the R-1 company are also declared illegal and bad in law (d) Petitioner No.1 and Petitioner No.2 are restored to the position which they occupied as on 09th March, 2016. (e) The BOD of the R-1 company is restored to the position as it was on 9th March, 2016. (f) All the acts and deeds done by the company after 10-03-2016 including all the communications done by the R-1 company with ROC and other authorities are also declared null and void. (g) All the acts and deeds done by the company after 10-03-2016 with 3rd Parties are protected from becoming illegal and void for their dealing with an illegally constituted Board of Directors of the Company. (h) The parties hereto are left to bear their own cost. (i) The Board, so restored to the position as it was on 09-03-2016, is directed to resume its business immediately and that too in accordance with prescriptions of law and Rules framed thereunder.business immediately and that too in accordance with prescriptions of law and Rules framed thereunder. Issues Involved:1. Legality of the Board Meeting held on 10-03-2016.2. Legality of the Extra Ordinary General Meeting (EOGM) held on 23-03-2016.3. Validity of the resolutions passed in the Board Meeting and EOGM.4. Validity of the appointments of R-3 and R-4 as Directors.5. Legality of subsequent actions taken by the Board after 10-03-2016.6. Claims of petitioners regarding their resignation and alleged removal from the Board.7. Allegations of mismanagement and oppression by the respondents.8. Delay in filing the petition and non-joinder of necessary parties.Issue-wise Detailed Analysis:1. Legality of the Board Meeting held on 10-03-2016:The Tribunal found that the Board Meeting held on 10-03-2016 was conducted without proper notice to the petitioners, violating Section 173 of the Companies Act, 2013. The respondents failed to provide evidence that notice was sent to the petitioners. The meeting lacked quorum as required by Article 116 of the Articles of Association (AOA) and Section 174 of the Companies Act, 2013. Therefore, all resolutions adopted in this meeting were declared void and illegal.2. Legality of the Extra Ordinary General Meeting (EOGM) held on 23-03-2016:The EOGM held on 23-03-2016 was found to be illegal due to non-compliance with Section 101 of the Companies Act, 2013. The respondents did not send proper notice to all shareholders, including the petitioners. The Tribunal emphasized that consent to a shorter notice does not absolve the requirement to send a notice as per Section 101. Consequently, all resolutions adopted in this EOGM were declared void and unsustainable in law.3. Validity of the resolutions passed in the Board Meeting and EOGM:Since the Board Meeting on 10-03-2016 and the EOGM on 23-03-2016 were declared illegal, all resolutions passed in these meetings were also deemed void and illegal. This included the resolutions regarding the appointment of directors and other business transactions.4. Validity of the appointments of R-3 and R-4 as Directors:The appointments of R-3 as Whole Time Director and R-4 as Director in the Board Meeting held on 10-03-2016 were declared illegal. The Tribunal noted that a full-fledged Director can only be appointed by shareholders in a General Meeting, not by the Board of Directors. Therefore, the appointments were unsustainable in law.5. Legality of subsequent actions taken by the Board after 10-03-2016:All actions and deeds done by the company after 10-03-2016, including communications with the Registrar of Companies (ROC) and other authorities, were declared null and void. However, actions involving third parties were protected to prevent them from becoming illegal due to dealings with an illegally constituted Board.6. Claims of petitioners regarding their resignation and alleged removal from the Board:The Tribunal found that the petitioners had only resigned from the posts of Whole Time Directors, not from the posts of Directors. The respondents' claim that the petitioners resigned from all posts was rejected. Consequently, the petitioners were restored to their positions as Directors as of 09-03-2016.7. Allegations of mismanagement and oppression by the respondents:The Tribunal noted the petitioners' allegations of mismanagement and oppression, including illegal transfer of shares and misappropriation of company funds. However, the primary focus was on the legality of the meetings and resolutions. The Tribunal did not delve deeply into these allegations due to the findings on the invalidity of the meetings and resolutions.8. Delay in filing the petition and non-joinder of necessary parties:The respondents' claim of delay in filing the petition was rejected. The Tribunal found that the petition was filed within a reasonable time. The non-joinder of necessary parties was also dismissed as a ground for dismissal of the petition.Conclusion:The Tribunal allowed the petition, declaring all meetings of the Board of Directors and resolutions passed from March 2016 onwards as illegal, null, and void. The appointments of R-3 and R-4 as Directors were also declared illegal. The petitioners were restored to their positions as Directors as of 09-03-2016. The Board of Directors was directed to resume business in accordance with the law. Each party was directed to bear its own costs.